EXHIBIT 10.24
EXHIBIT 10.24
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxx X. Xxxxxx
(the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive
are parties to an employment agreement dated as of February 21, 1996 (the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1. The
definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. General. Except for the amendments specified in
Section 1 above, the Employment Agreement shall continue in effect without any
change. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxxx X. Xxxxxx
(the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive
are parties to an employment agreement dated as of February 21, 1996 (the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1. The
definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. General. Except for the amendments specified in
Section 1 above, the Employment Agreement shall continue in effect without any
change. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxx X. Xxxxx (the
"Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive are
parties to an employment agreement dated as of February 21, 1996 (the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1. The
definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. General. Except for the amendments specified in
Section 1 above, the Employment Agreement shall continue in effect without any
change. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxx X. Xxxxxxx
(the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive
are parties to an employment agreement dated as of February 21, 1996 (the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1. The
definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. General. Except for the amendments specified in
Section 1 above, the Employment Agreement shall continue in effect without any
change. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
2
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxxx X. Xxxxx,
Xx. (the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the
Executive are parties to an employment agreement dated as of February 21, 1996
(the "Employment Agreement"); and WHEREAS, the Company and the Executive desire
to amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1.
The definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. Section 6(a) of the Employment Agreement is amended
to delete the word "and" at the end of subparagraph (ii) thereof; to replace the
period at the end of subparagraph (iii) thereof with "; and "; and to add the
following new subparagraph (iv): (iv) At the Executive's request made within 90
days after the date of the Executive's termination of employment, other than a
termination of employment pursuant to Section 5(c)(vi) hereof, the Corporation
shall purchase the Executive's residence in Jefferson County, Kentucky, at a
price equal to the Executive's purchase price plus cost of improvements with
respect to such residence. In addition, if requested, the Corporation shall
provide the Executive with a moving allowance not to exceed $25,000. 3. General.
Except for the amendments specified in Sections 1 and 2 above, the Employment
Agreement shall continue in effect without any change. IN WITNESS WHEREOF, the
undersigned have executed this Amendment as of the date first written above.
PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx, Xx.
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxxxxxx X.
Xxxxxxx (the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the
Executive are parties to an employment agreement dated as of February 21, 1996
(the "Employment Agreement"); and WHEREAS, the Company and the Executive desire
to amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1.
The definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. General. Except for the amendments specified in
Section 1 above, the Employment Agreement shall continue in effect without any
change. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxxxxx
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxxxxx X. Xxxxx
(the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive
are parties to an employment agreement dated as of February 21, 1996 (the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1. The
definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. General. Except for the amendments specified in
Section 1 above, the Employment Agreement shall continue in effect without any
change. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxxxxx Xxxxxxxxx
(the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive
are parties to an employment agreement dated as of February 21, 1996 (the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1. The
definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. General. Except for the amendments specified in
Section 1 above, the Employment Agreement shall continue in effect without any
change. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxxxx
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and A. Xxxx Xxxxxxxx
(the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive
are parties to an employment agreement dated as of February 21, 1996 (the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1. The
definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year. 2. General. Except for the amendments specified in
Section 1 above, the Employment Agreement shall continue in effect without any
change. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ A. Xxxx Xxxxxxxx
A. Xxxx Xxxxxxxx
CONFIDENTIAL
FIRST AMENDMENT
FIRST AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Corporation"), and Xxxxxx X. Xxxxxx
(the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive
are parties to an employment agreement dated as of February 21, 1996 (the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows: 1. The
definition of "Bonus Percentage" contained in Section 6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one Performance Cycle that included such prior year divided,
if payouts under the applicable long-term incentive award plan are scheduled
less frequently than annually, by the number of years between scheduled payouts
under such long-term incentive award plan, by (2) the base salary paid to the
Executive for such year.
2. General. Except for the amendments specified in Section 1 above, the
Employment Agreement shall continue in effect without any change. IN WITNESS
WHEREOF, the undersigned have executed this Amendment as of the date first
written above. PROVIDIAN CORPORATION
By /s/ Xxxxxx X. Xxxxxx XX
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
CONFIDENTIAL
FOURTH AMENDMENT
FOURTH AMENDMENT dated as of November 6, 1996, between Providian
Corporation, a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx, XX
(the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive
are parties to an employment agreement dated as of February 17, 1988, as amended
August 9, 1989, February 21, 1996 and June 1, 1996 (as so amended, the
"Employment Agreement"); and WHEREAS, the Company and the Executive desire to
further amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows:
1. Section 1(d) of the Employment Agreement is amended to read in its entirety
as follows: (d) "Bonus Percentage" shall mean the highest percentage obtained by
dividing (i) the sum of (A) the annual bonus earned by the Executive in any year
prior to the year in which his termination of employment occurs and (B) the
highest long-term incentive award, if any, received by the Executive for any one
Performance Cycle that included such prior year divided, if payouts under the
applicable long-term incentive award plan are scheduled less frequently than
annually, by the number of years between scheduled payouts under such long-term
incentive award plan, by (ii) the base salary paid to the Executive for such
year. 2. The penultimate paragraph of Section 10(e) of the Employment Agreement
is amended to read in its entirety as follows: In the event there is a
Termination Without Cause of the Executive's employment following a Change in
Control, the Company shall, upon the Executive's written request furnished to
the Company within 20 days following such Termination Without Cause, make a lump
sum payment to the Executive in an amount equal to the Spread on the Payment
Date with respect to the relevant options in each option grant, multiplied by
the number of relevant options in each option grant. For the purposes of the
immediately preceding sentence, "relevant options" means all options granted by
the Company to the Executive to purchase its common stock that are outstanding
on the date of his termination of employment and remain unexercised on the
Payment Date (whether or not such options expire by their terms prior to the
Payment Date). The Company shall make such payment on the Payment Date (or, if
later, promptly following the Executive's request) and, as a condition to making
such payment, the Executive agrees that all outstanding options granted to him
with respect to which such payment is made shall thereupon be canceled. In the
event that the Executive does not request such payment, each option grant shall
become fully exercisable as of the date of termination of employment and shall
remain outstanding for the lesser of (i) five years from the date of termination
of employment or (ii) the remainder of the originally scheduled term. 3.
General. Except for the amendments specified in Sections 1 and 2 above, the
Employment Agreement shall continue in effect without any change.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first written above.
PROVIDIAN CORPORATION
By /s/ Xxxxxxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxx, XX
Xxxxxx X. Xxxxxx, XX
